Audiovox 2012 Annual Report Download - page 155

, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, such parties hereby agree to amend and restate the Existing Credit Agreement in its entirety on the following terms
and conditions:


 
As used in this Agreement, terms defined in the preamble to this Agreement have the meanings therein indicated, and the
following terms have the following meanings:
“Accessible Borrowing Availability” shall mean, as of any date of determination, the amount that the Borrower is able to borrow
on such date under the Revolving Committed Amount under the terms of this Agreement.
“Account Designation Notice” shall mean the Account Designation Notice dated as of the Closing Date from the Company to
the Administrative Agent in substantially the form attached hereto as Exhibit 1.1(a).
“Acquired Company” shall mean a collective reference to Car Communication Holding GmbH, a Gesellschaft mit beschränkter
Haftung under the laws of the Federal Republic of Germany, and its Subsidiaries.
“Acquisition” shall mean the purchase of the outstanding Equity Interests of the Acquired Company by the Foreign Borrower
pursuant to the Acquisition Documents.
“Acquisition Agreement” shall mean that certain Sale and Purchase Agreement, dated as of February 7, 2012, among Foreign
Borrower, as purchaser, the Sellers, as seller, and the Company, as guarantor.
“Acquisition Documents” shall mean (a) the Acquisition Agreement, and (b) any other material agreement, document or
instrument executed in connection with the foregoing, in each case as in effect on the Closing Date.
“Additional Credit Party” shall mean each Person that becomes a Guarantor by execution of a Joinder Agreement in accordance
with Section 5.10.
“Additional Domestic Credit Party” shall mean any Additional Credit Party that is a Domestic Subsidiary.
“Additional Foreign Credit Party” shall mean any Additional Credit Party that is a Foreign Subsidiary.
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